Youku Will Buy China Video Rival Tudou in $1 Billion Swap

Youku to Buy China Online Video Rival Tudou Stock-Only Deal
The Tudou Holdings Ltd. video website is displayed on a computer screen in Beijing. Photographer: Nelson Ching/Bloomberg

Youku Inc., owner of China’s most-popular online video site, plans to acquire smaller competitor Tudou Holdings Ltd. in a $1 billion stock deal that will help lower costs for licensing and transmitting content.

Holders of Tudou’s American depositary receipts will receive 1.595 ADRs of Youku for each Tudou ADR they own, the two companies said in a joint statement yesterday. Based on Youku’s March 9 closing price, the deal values Tudou at $39.89 a share, or 159 percent more than last week’s closing price.

The proposed deal will strengthen the new company’s ability to compete with Baidu Inc. and Tencent Holdings Ltd. in adding online video users in a nation where Google Inc.’s YouTube is restricted. Youku and Tudou together accounted for more than a third of China’s Web video advertising revenue last quarter, according to research company Analysys International.

“There are huge purchasing economies for content through this merger,” said Eric Wen, head of Internet research at Mirae Asset Securities in Hong Kong. “They need to have scale, bargaining power with upstream TV producers and deter entry by Tencent and Baidu.”

Youku’s ADRs rose 1.1 percent to $25.01 in New York trading on March 9, valuing the Beijing-based company at $2.85 billion. Tudou rose 12.5 percent to $15.39, valuing the Shanghai-based company at $436.4 million. Youku surged 14 percent at 11:33 a.m. in New York March 12, after the deal was announced, to $28.50, and Tudou more than doubled to $37.01.

Shareholder Approval

The transaction requires the approval of Youku and Tudou shareholders and is expected to be completed in the third quarter, the companies said. On completion, Youku shareholders will own 71.5 percent of the combined company, to be named Youku Tudou Inc., the companies said.

Youku expects the deal will generate between $50 million to $60 million in cost savings annually, Senior Vice-President Michael Xu said in a conference call yesterday evening.

“The combined company will own the No. 1 and No. 2 online video brands and platforms in China,” Youku Chief Executive Officer Victor Koo said on the call. Tudou has more than 200 million users, Koo said.

Koo said he will be CEO of the new company, and Tudou CEO Gary Wang will be a board member.

Goldman Sachs Group Inc., Allen & Co. and China Renaissance Holdings Ltd. are advising Youku in the transaction. Morgan Stanley and Credit Suisse Group AG are advising Tudou.

Market Share

Youku accounted for about 22 percent of China’s online video advertising revenue in the fourth-quarter, according to Analysys. Second-ranked Tudou’s market share was about 14 percent, ahead of 13 percent for Inc. and 6.9 percent for Baidu’s iQiyi unit.

“This is step one in industry consolidation,” said Jin Yoon, a senior analyst with Nomura Securities Hong Kong. “There could be more coming.”

Separately, Youku’s fourth-quarter loss widened to 49.6 million yuan ($7.8 million), according to a separate statement yesterday. The company was expected to post a loss of 43.8 million yuan, according to the average of five analysts’ estimates compiled by Bloomberg.

Youku’s fourth-quarter sales more than doubled to 309.3 million yuan, and the company forecast first-quarter revenue will rise between 95 percent and 105 percent compared with a year earlier.

— With assistance by Mark Lee, and Edmond Lococo

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